Eminem was only a transitional member of D12 — short for "Dirty Dozen." Originally, he had been down with Proof (who inspired Mekhi Phifer's character in "8 Mile"), Kon Artis and Swifty as each of them honed their craft at the Hip-Hop Shop. But Eminem was also realizing his own potential as a solo artist outside of the collective. His appearances around the city were drawing crowds, and his demo tape was becoming necessary sustenance for the Walkman-armed hip-hop nerds in the area.

"The concept was with Bugz being in the group, they had their six MCs. I would make a guest appearance on a couple of records," Em says.

Bugz was 21-year-old Kornail Pitts, an aspiring MC who had impressed the rotund D12 MC Bizarre at rhyme battles around town. He became one of the first to join the burgeoning D12 crew. "Bugz was at the Shop, that's how we met him," Em recalls. "He was one of those young cats that every time he would spit, he would get better and better and better. Finally, we were like, 'Let's put him in the group.' We kept going through different group members ... but when we finally made it click, [it was with] Bugz in the group."

Though the rules governing D12 were somewhat fluid, the loyalty sealing the crew's bond was airtight. "We had this pact that the first one to make it out of the crew was going to come back and get the other members of the group," Em says.

And come back, Eminem did. Just after the release of his instantly successful, debut solo album, The Slim Shady LP, Eminem and his friend and lawyer Paul Rosenberg created Shady Records, which would be distributed through Interscope Records. Finally, he was in a position where he could sign D12 to their own deal. "I got this deal with Shady basically for them, the group, not knowing if it was going to work or not," Eminem says. "We was just rolling the dice." Em still didn't have plans to join the group officially.

Needless to say, there was excitement within the camp. Two days later, though, the mood — and the plan — would change when Bugz was shot and killed. On May 21, 1999, Bugz got involved in a fistfight at Detroit's Belle Isle Park, where several high school and college students had congregated for "summer cut day."

"Some guy was getting mad 'cause Bugz was gettin' the best of his boy [in the fight] and he couldn't take it like a man," Swift says.

It was a brutal, bloody scene. A friend of the man with whom Bugz was fighting went into his SUV, pulled out a shotgun and shot Bugz three times in the chest and neck. He then got into his truck and ran over the body as he fled the scene. The episode was caught on a home videotape and broadcast that night on the local news.

"When Bugz died, it was such a shock," Eminem says somberly. "It just came out of nowhere."

Through Bugz's death, the foundation of D12 was cemented, albeit in a manner none of them could ever foresee. "We was doing a show in Detroit [a couple of days later] and I remember everybody was sitting on the bus and the mood was all f---ed up," Eminem says. "And everybody was like, 'What are we going to do? All we got is five members.' I basically just asked the group, 'Is it cool if I take Bugz's place?' "

The story of Bugz was barely touched on the first time D12 introduced themselves to the public, perhaps because it was a dark chapter in a book that was supposed to be lighthearted and fun. "We really have not faced the issue since it happened," Proof admits. "I guess we had to get it off our chest this album. We had to do it. It's been eating us up too long."